/s/ Walt Stephens Walt Stephens Director of Safety, Loss Control & Procurement CALL FOR BIDS

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1 CALL FOR BIDS Florida Keys Electric Cooperative Association, Inc. (FKEC), hereby gives notice to prospective bidders that proposals will be received by FKEC, at the Procurement Department, until 1:00 p.m. on December 27, 2017 for: FKEC BID #02-17 WO#80005 SPECIFICATIONS FOR POST-IRMA TRANSMISSION POLE STRAIGHTENING In order to insure an open and full competitive bidding process, and maintain compliance with FEMA s Procurement Guidance for Recipients and Subrecipients Under 2 C.F.R. Part 200 (Uniform Rules), FKEC has instituted VendorLink and DemandStar systems to provide current information to potential bidders. These systems will allow you to receive bid information quickly and at your convenience 24 hours a day, seven days a week. Specifications may be obtained from their websites at Registered vendors will be notified automatically of all Requests for Proposals. All Bidders are required to: Send Bid Proposals electronically to: procurement@fkec.com FKEC BID #02-17 SPECIFICATIONS FOR POST-IRMA TRANSMISSION POLE STRAIGHTENING Florida Keys Electric Cooperative FKEC Bid # Procurement Department PO Box Overseas Highway Tavernier, FL It is the sole responsibility of each Bidder to deliver its Proposal to FKEC at the place designated for receiving Proposals and prior to the time for opening Proposals last announced to Bidders. Any Proposal received after the time last announced for opening Proposals may be retained by FKEC or returned to the Bidder, but such Proposal shall be rejected as not responsive. NOTE: FKEC will entertain questions for clarification until December 21, 2017 at 3:00pm. All questions must be submitted in writing by to procurement@fkec.com. No questions will be answered after that date. Each proposal should constitute an offer to FKEC, as outlined therein, and should be irrevocable after the time announced for the opening thereof. FKEC reserves the right to reject any or all proposals, to waive irregularities and informalities in any or all proposals, and to separately accept or reject any item, items, bid schedule or bid schedules of the proposal which FKEC deems to be in the best interest of FKEC. /s/ Walt Stephens Walt Stephens Director of Safety, Loss Control & Procurement GENERAL Florida Keys Electric Cooperative (FKEC) is the public power utility for the Upper and Middle Florida Keys. Headquartered in Tavernier, Florida, FKEC provides electricity from the Seven-Mile Bridge to Ocean Reef and the Monroe County Line, and services more than 32,000 meters. FKEC presently has an authorized workforce headcount of 118, with an actual headcount of 114. FKEC recognizes the Union as the exclusive collective bargaining agent for all employees of FKEC working in the Union classified positions. Employees are divided between two work locations: Tavernier and Marathon, and among seven departments: Executive, Finance, Human Resources, Engineering, Transmission, Distribution, and Member Services.

2 The Cooperative was formed as a corporation in the state of Florida in 1940, and in 1944 was recognized by the Internal Revenue Service as being federal income exempt tax under section 101(10) of the Revenue Act of 1939 (now section 501 ( c ) (12) of the Internal Revenue Code). FKEC currently imports all of its power supply and uses local generation for emergency back-up only. The utility relies on power from the mainland because it is far less expensive than local generation. Today, FKEC maintains a highly respected position within its local community, and within the National Rural Electric Cooperative Association, for its dedication to reliable electric service and forward thinking initiatives. FKEC and its representatives have exercised due care in preparing this Request for Proposal (RFP). All information contained herein is believed to be substantially correct. However, bidders should verify information independently if desired. FKEC and its representatives do not warrant the accuracy of information contained herein. SCOPE OF SERVICES I. The project scope shall be to provide comprehensive, Turn-Key services for the straightening of eleven (11) transmission poles. Bidders shall provide a description of work plan to be utilized to straighten these transmission poles. Bidder shall provide all necessary tools, equipment and labor to complete Project. Bidder shall adhere to all Florida Department of Transportation (FDOT) rules. I. Bidder Responsibilities: 1. Provide Florida contractor s license number as well as expiration date of license; provide a Not to Exceed estimate; provide detailed project scope; provide a Not to Exceed project completion date; obtain all permits required to complete project. 2. Deliverables: Pre-construction report; weekly construction update reports to be due on Mondays (if a holiday, the first FKEC business day thereafter); Post-construction report. 3. Owner Supplied Materials: (FKEC will furnish only those materials as indicated below for this Project) a. None FKEC will not provide any equipment or materials for this Project. 4. Implementation: The contractor shall work with the appropriate FKEC Project Manager in order to schedule the work such that any clearances for installation and field testing occurs in a carefully planned and efficient sequence such as to present minimal disruption of service to FKEC s members and normal FKEC work processes. The Contractor shall ensure that work is closely planned and coordinated between the Contractor and FKEC during the entirety of the implementation. 5. Documentation: Contractor shall supply FKEC with three (3) hardcopy sets of Final Asbuilt drawings, in the latest AutoCAD version format, within fifteen (15) days of Project completion. 6. Clarifications and Assumptions: a. It is assumed that the full scope of work, including Terms and Conditions are contained herein. Any other considerations shall be of written mutual consent, and in the form of an Attachment to this document.

3 b. Unless specifically agreed to, Contractor shall be responsible for disposal of all retired equipment and debris generated as a result of the project. 7. Project Schedule: The Successful Bidder s team will work closely with FKEC to ensure that the project moves forward in a focused and timely manner in order to meet the completion date. Proposed dates are shown below. Firm dates to be determined upon Bidder being awarded the project. 8. Familiarity with Conditions: Prior to the submission of the Proposal, the Bidder should make and shall be deemed to have made a careful examination of the site of the Project and of the Plans, Specifications, Construction Drawings, and forms of Contractor s Proposal and Contractor s Bond and shall be informed as to the location and nature of the proposed construction, the transportation facilities, the kind and character of soil and terrain to be encountered, the kind of facilities required before and during the construction of the Project, general local conditions and all other matters that may affect the cost and the time of completion of the Project. Bidders will be required to comply with all applicable statutes, regulations, etc., including those pertaining to the licensing of contractors, and the so-called Kick-back Statute (48 Stat. 948) and regulations issued pursuant thereto. Contractor shall obtain all permits as may be required by any permitting authorities. 9. Sub-Contractors: FKEC shall be notified, in writing, of any subcontractor(s) working on its premises. FKEC reserves the right to disqualify any subcontractor for any reason. 10. Alternate Designs: FKEC reserves the right to confine its consideration of the Bids to one type of design regardless of alternate types of design that may be specified in the Plans and Specifications and offered in the Bidder s Proposals. Alternate designs and materials may be submitted in the bid and will be considered by FKEC. Any alternate design or material must be clearly stated on the Bid and on separate sheet(s). No changes to materials or designs will be permitted after a bid is accepted unless agreed to in writing by FKEC. 11. Contract is Entire Agreement: The Contract to be effected by the acceptance of the Proposal shall be deemed to include the entire agreement between the two parties thereto, and the Bidder shall not claim any modification thereof resulting from any representation or promise made at any time by any officer, agent or employee of FKEC of by any other person. 12. Minor Irregularities: FKEC reserves the right to waive minor irregularities or minor errors in any Proposal, if it appears to FKEC that such irregularities or error were made through inadvertence. Any such irregularities or errors so waived must be corrected on the Proposal in which they occur prior to the acceptance thereof by FKEC. 13. Proposal of Good Faith: The Bidder warrants that this Proposal is made in good faith and without collusion or connection with any person or persons bidding for the same work. 14. Time and Manner of Construction: a. The Successful Bidder agrees to commence the Project on a date (hereinafter called the Commencement Date, which shall be determined by FKEC, but in no event will the Commencement Date be later than thirty-five (35) business day (6 weeks) after date of Contract Approval (Notice to Proceed) by FKEC. The Successful Bidder further agrees to prosecute diligently and to complete the Project in strict accordance with the Plans, Specifications, and Construction

4 II. Drawings within fifteen (15) business days (3 weeks) after Commencement Date, as outlined in this section and Table 1 Project Schedule. b. The time for Completion of Project may be extended for the period of any reasonable delay which is due exclusively to causes beyond the control, and without the fault of the Bidder, including Acts of Nature, fires, floods, inability to obtain materials and acts or omissions of FKEC with respect to matters for which FKEC is solely responsible. Provided, however, that no such extension of time for completion shall be granted the Bidder unless within five (5) business days after the happening of any event relied upon by the Bidder for such an extension of time the Bidder shall have made a request in writing to FKEC, and provided further that no delay in such time of completion or in the progress of the work which results from any of the above causes except acts or omissions of FKEC, shall result in any liability on the part of FKEC. c. FKEC may from time to time during the progress of the construction of the Project make such changes in additions to or subtractions from the Plans, Specifications, and Construction Drawings as described in the previous paragraph which are a part of the Contractor s Proposal as conditions may warrant: Provided, however, that if any change in the Project shall require an extension of time, a reasonable extension will be granted if the bidder shall make a written request to FKEC within five (5) business days after any such change is made. No claim for additional compensation for any such change or addition will be considered unless the Bidder shall have made a written request to FKEC prior to the commencement of work in connections with such change or addition. 15. Environmental Protection: Protection of the environment is a priority to FKEC and its Members. This Project is located on a narrow string of islands surrounded by fragile coral reefs and sea grass beds. The entire Florida Keys is listed as an Area of Critical State Concern, as identified by the Florida Department of Economic Opportunity. The Contractor shall perform all work to maximize the preservation of beauty, minimize marring and scarring of the landscape, minimize harms to the environment, conserve natural resources, and comply with all local, state, and federal laws. The Bidder shall be responsible for, and FKEC shall be copied on, all required permits obtained in the performance of this Project. The handling of environmental contaminants and accidents must be in strict compliance with local, state, and federal laws. 16. Defective Materials and Workmanship: The acceptance of any services or workmanship provided by Bidder shall not preclude the subsequent rejection thereof if such services or workmanship shall be found to be defective before FKEC s final written acceptance of the Construction Ready Package, or within one (1) year following the completion of the services, and shall be replaced or remedied, as the case may be, by and at the expense of the Bidder. The Bidder shall not be entitles to any payment hereunder so long as any defective services or workmanship in respect to the Project, of which the Bidder shall have had notice, shall not have been replaced or remedied, as the case may be. PAYMENTS AND RELEASE OF LEINS 1. Payments to Bidder: a. Within the first fifteen (15) days after receipt of an Invoice, FKEC shall make partial payment to the Bidder for approved services accomplished on the basis

5 III. of work completed on a monthly basis, certified by the Bidder, and approved by the Director, solely for the purposes of payment, provided, however, that properly executed release of liens and partial release of liens have been submitted to FKEC, and that such approvals shall not be deemed approval of the workmanship or materials. Invoices shall be so marked as deliverable to the Director or Power Supply and Delivery. Only ninety percent (90%) of each such estimate approved during the construction of the Project shall be paid by FKEC to the Bidder prior to Completion of the Project Retainage. Upon completion by the Bidder of the Project, the Bidder will prepare a Final Invoice of the Project. Upon the approvals of such Final Invoice by the Director, execution of Final Release of Liens, execution of Certificate of Contractor, execution of Completion and submittal of required FINAL As-Built drawings, then FKEC shall make payment to the Bidder of all amounts to which the Bidder shall be entitled there under which shall not have been paid: Provided, however, that such final payment shall be make not later than forty-five (45) days after the date of Completion of the Project, as specified in the Certificate of Completion, unless withheld because of the fault of the Bidder. b. The Bidder shall be paid a fixed price based on the required maximum Contract Price, as evident on the BID Form, for the completed Project; provided, however, that the total cost shall not exceed the maximum Contract Price for the implementation of the Project as set forth in the Proposal Acceptance, unless such excess shall have been approved in writing by FKEC. c. No payment shall be due while the Bidder is in default of any completed and property executed Release of Lien or Partial Release of Lien for material or labor. No payment shall be due while the Bidder is in default is respect of any of the provisions of this Contract and FKEC may withhold from the Bidder the amount of any claim by a third party against either the Bidder or FKEC based upon an alleged failure of the Bidder to make payment to or to perform the work hereunder in accordance with the provisions of the Contract. 2. Release of Liens and Certificate of Contractor: (See Waiver and Release of Lien and Certificate of Contractor) Upon the completion by the Bidder of the Project but prior to final payment to the Bidder, The Bidder shall deliver to FKEC, in duplicate, releases of all final liens and rights to claim any lien, in the form attached hereto from all manufacturers, Material Suppliers, and subcontractors furnishing services or materials for the Project and a certificate in the form attached hereto to the effect that all labor used on or for the Project has been paid and that all such releases have been submitted to FKEC for approval. PARTICULAR UNDERTAKINGS OF THE BIDDER 1. Protection to Persons and Property: The Bidder at all times shall take all reasonable precautions for the safety of employees on the work of the public, and shall comply with all applicable provisions of Federal, State, and Municipal safety laws and building and construction codes. The following provisions shall not limit the generality of the above requirements. a. Bidder s Indemnification: To the extent of its negligence, the Bidder shall defend, indemnify, and hold harmless FKEC and FKEC s directors, officers, and employees from all claims, causes of action, liabilities, and expenses (including reasonable attorney s fees) for injury, or death to persons (including but not

6 limited to Bidder s employees) and damage to or destruction of FKEC s property or the property of any other person or entity (including but not limited to Bidder s property) arising out of or Bidders performance of the Contract, or the materials or equipment supplied or services performed by Bidder its subcontractors and suppliers of any tier. Nothing herein shall be construed as making Bidder liable for any injury, death, loss, damage, or destruction caused by the negligence of Owner. b. Bidder shall provide to Owner s satisfaction evidence of Bidder s ability to comply with the indemnification provisions of subparagraphs (III.1) and (III.1.a) above, which evidence may include but may not be limited to a bond and liability insurance policy obtained for this purpose through a licensed surety and insurance company. c. Owner s Indemnification: To the extent of its negligence, the Owner shall defend, indemnify, and hold harmless Bidder and its directors, officers, and employees from all claims, causes of action, liabilities, and expenses (including reasonable attorney s fees) for injury, or death to persons (including but not limited to Bidder s employees) and damage to or destruction of FKEC s property or the property of any other person or entity (including by not limited to Bidder s property) arising out of or Owners negligence during the life of the Contract. Nothing herein shall be construed as making Owner liable for any injury, death, loss, damage, or destruction cause by the negligence of Bidder. d. Notwithstanding anything to the contrary, neither party shall be liable to the other party for any incidental, indirect, special, punitive or consequential damages (including without limitation any damages relating to lost profits, revenue or loss of use) arising in connection with this Contract and Bidder and its affiliates maximum liability arising out of performance of this Contract shall not exceed the insurance proceeds received, up to the limits required to be in place pursuant to section III.2. The foregoing rights and remedies are exclusive and shall not apply under any theory or recovery, whether based in contract (including breach), tort, (including negligence, fault or strict liability), or otherwise. 2. Insurance: The bidder shall take out and maintain throughout the period of this Agreement the following types and amounts of insurance: a. Workmen s Compensation insurance covering all employees and employees of all subcontractors regardless of tier in statutory limits who perform any of the obligations assumed by the Bidder under the Contract. Insurance to secure liabilities for injuries to employees shall include U.S. Longshore and Harbor Acts Coverage. In addition, Jones Act coverage is required should either owner vessels or bare-boat chartered vessels be used to perform work under this Contract. Employers Liability Limits shall be: i. $1,000,000 Bodily Injury by Accident ii. $1,000,000 Bodily Injury by Disease iii. $1,000,000 Disease Policy Limit b. Public Liability and Property Damage Liability (Commercial General Liability) insurance covering all operations under the Contract: limits for bodily injury or death of $1,000,000 for one person and $3,000,000 for each accident; for

7 Property Damage of $1,000,000 for each accident and $2,000,000 aggregate for accidents during the policy period. c. Automobile Liability insurance on all self-propelled vehicles used in connection with the Contract, whether owner, non-owned, or hired; Public Liability limits of not less than $1,000,000 for one person and $3,000,000 for each accident; Property Damage limit of $1,000,000 for each accident. d. FKEC shall have the right at any time to require Third Party Liability insurance covering Bodily Injury and/or Property Damage greater that those required in subsections b and c of this Section. In any such event, the additional premium or premiums payable solely as the result of such additional insurance shall be added to the Contract price. e. FKEC shall be names as Additional Insured on all policies of insurance required in subsections b and c of the Section. f. The policies of insurance shall be in such form and issued by such insurer as shall be satisfactory to FKEC. The Bidder shall furnish FKEC a certificate evidencing compliance with the foregoing requirements that shall provide not less than (30) days prior written notice to FKECD of any cancellation or material change in the insurance. 3. Delivery of Possession and Control to FKEC: Upon written request of FKEC, the Bidder shall deliver to FKEC full possession and control of any completed portion of the Project provided the Bidder shall have been paid at least ninety percent (90%) of such portion. Upon such delivery of the possession and control of any portion of the Project to FKEC, the risk and obligations of the Bidder as set forth herein with respect to such portion of the Project so delivered to FKEC shall be terminated: Provided, however, that nothing herein contained shall relieve the Bidder of any liability with respect to defective materials and workmanship as contained herein. 4. Assignment of Guarantees: All guarantees of materials and workmanship running in favor or the Bidder shall be transferred and assigned to FKEC prior to the time the Bidder received final payment. IV. REMEDIES 1. Completion of Bidder s Default: If default shall be made by the Bidder or by any subcontractor in the performance of any of the terms of this proposal, FKEC, without in any manner limiting its legal and equitable remedies in the circumstances, may serve upon the Bidder and the Surety(s) upon the Contractor s Bond(s) a written notice requiring the Bidder to cause such default to be corrected forthwith. Unless within twenty (20) days after the service of such notice upon the Bidder such default shall be corrected or arrangements for the correction thereof satisfactory to FKEC shall be made by the Bidder or its Surety(s), FKEC may take over the construction of the Project and prosecute the same to completion by Contract or otherwise for the account and at the expense of the Bidder, and the Bidder and its Surety(s) shall be liable to FKEC for any cost or expense in excess of the Contract price occasioned thereby. In such event FKEC may take possession of and utilize, in completing the construction of the Project, any materials, tools, supplies, equipment, appliances, and plants belonging to the Bidder of any of its subcontractors, which may be situated at the site of the Project and intended to be incorporated into the Project. FKEC in such contingency may exercise any rights,

8 claims or demands which the Bidder may have against third persons in connections with this Contract and for such purpose the Bidder does not hereby assign, transfer and set over unto FKEC all such rights, claims and demands. 2. Liquidated Damages: The time of Completion of the Project is of the essence of the Contract. Should the Bidder neglect, refuse or fail to complete the construction within the time herein agreed upon, after giving effect to extensions of time, if any, herein provided, then, in that event and in view of the difficulty of estimating with exactness damages cause by such delay, FKEC shall have the right to deduct from and retain out of such moneys which may be then due, or which may become due and payable to the Bidder the sum of Five-Hundred dollars ($500.00) per day for each and every day that said Project is delayed in its completion beyond the specified time, as liquidated damages and not as a penalty; if the amount due and to become due from FKEC to the Bidder is insufficient to pay in full any such liquidated damages, the Bidder shall pay FKEC the amount necessary to effect such payment in full; Provided, however, that FKEC shall promptly notify the Bidder in writing of the manner in which the amount retained, deducted or claimed as liquidated damages was computed. All Liquidated Damages applicable to Contractor s delays shall be limited in the aggregate to an amount equal to 100% (one-hundred percent) of the Contract Price. 3. Cumulative Remedies: Every right or remedy herein conferred upon or reserved to FKEC shall be cumulative, shall be in addition to every right and remedy now or hereafter existing at law or in equity or by statute and the pursuit of any right or remedy shall not be construed as an election; provided, however, that the provision of Section IV.2 of this Article shall be the exclusive measure of damages for failure by the Bidder to complete the Project within the time herein agreed upon. V. MISCELLANEOUS 1. Definitions a. The terms FKEC and Owner are used interchangeably, as FKEC is the Owner; b. The term Project shall mean: The electric system, or portion thereof, described in the Contract, Plans and Specifications, Construction Drawings and maps attached hereto; c. The terms Bidder, Successful Bidder, and Contractor are used interchangeably and is defined as the Contractor chosen by the Owner to receive award of the contract for construction. Does not refer to any sub-contractor not hired directly by the Owner; d. The term Parties shall refer to both FKEC and the Bidder, Successful Bidder, and/or Contractor; e. The term Director shall mean: That person, or his/her delegate, employed by FKEC, who has Project responsibility and authority and who shall serve as the single point of contact, and who also works closely with FKEC s engineering group. The engineering group is to provide engineering services for the Project and said Director s duly authorized assistants and representatives; f. The term Completion of Construction shall mean: The full performance by the Bidder of the Bidder s obligations under the Contract and all amendments and revisions thereof. The Certificate of Completion, signed by FKEC, shall be

9 the sole and conclusive evidence as to the date of Completion of Construction and as to the face of Completion of the Project. 2. Patent Infringement: The Bidder shall save harmless and indemnify FKEC from any and all claims, suits, and proceedings for the infringement of any patent(s) covering any materials or equipment used in construction of the Project. 3. Compliance with Statutes and Regulations: The Bidder shall comply with all applicable statutes, ordinances, rules and regulations pertaining to the work, including those permits required in performance of the Project. 4. Equal Opportunity Provisions: Bidder s Representations. The Bidder represents that: it has or does not have 100 or more employees, and if it has, that it has, or has not, furnished the Equal Employment Opportunity-Employers Information Report EEO-1, Standard Form 100, required of employers with 100 or more employees pursuant to Executive Order and Title VII or the Civil Rights Act of Franchises and Right-of-Way: The Bidder shall be under no obligation to obtain or assist in obtaining: any franchises, authorization, or approvals required to be obtained by FKEC from Federal, State, County, Municipal or other authorities regarding rightsof-way; and rights-of-way over private lands; or any agreements between FKEC and third parties with respect to the joint us of poles, crossing, or other matters incident to the constructions and operation of the Project. 6. Non-assignment of Contract: The Bidder shall perform directly, without subcontracting, not less that twenty-five percent (25%) of the engineering of the Project, to be calculated on the basis of the total Contract prices. The Bidder shall not assign the Contract effected by an acceptance of this Proposal or any interest in any funds that may be due or become due hereunder or enter into any contract with any person, firm, or corporations for the performance of the Bidder s obligations hereunder or any part thereof, without the approval in writing of FKEC and of the Surety(s) on any bond furnished by the Bidder for the faithful performance of the Bidder s obligations hereunder. If the Bidder, with the consent of FKEC and any Surety(s) on the Contractor s Bond(s), shall enter into a subcontract with any subcontractor for the performance of any part of this Contract, the Bidder shall be as fully responsible to FKEC for the acts and omissions of such subcontractor and of persons employed by such subcontractor as the Bidder would be for its own acts and omissions and those of persons directly employed by it. 7. Extension to Successors and Assigns: Each and all of the covenants and agreements herein contained shall extend to and be binding upon the successors and assigns of the parties hereto. 8. Contractor: Upon acceptance of this Proposal, the Bidder or Successful Bidder shall be the Contractor and all references in the Proposal to the Bidder or Successful Bidder shall apply to the Contractor. VI. Submittal Requirements Proposals must be submitted in the format, including heading descriptions, outlined below. To be considered, the proposal must respond to all requirements stated below. Any other information thought to be relevant, but not applicable to the enumerated categories, should be provided as an appendix to the proposal.

10 Required Information 1. Title Page. Show the name of Bidder s firm, address, telephone number, name of contact person, date and the subject: Request for Proposals for Post-Irma Transmission Pole Straightening for Florida Keys Electric Cooperative. 2. Table of Contents. Include a clear identification of the material by selection and by page number. 3. Cover Letter and Executive Summary. This letter must be signed by an individual who is authorized to negotiate terms, render binding decisions and commit the firm s resources (e.g., the president or executive director if a corporation, the managing partner if a partnership, or the proprietor if a sole proprietorship). The letter must indicate the legal status of the Bidder (sole proprietorship, corporation, etc.) and the year the entity was organized to do business as the entity now substantially exists. Lastly, the letter must indicate the location of the facility from which the Bidder would operate. 4. Firm Overview. Provide a brief history and description of your firm s business organization, expertise and experience as it relates to the requirements discussed previously. Include the location of offices and the number and types of employees or other relevant staff in each office. Include a discussion of the specific expertise and services that distinguish your firm. 5. Relevant Expertise and Experience. Provide a narrative statement regarding your construction experience and experience as it relates to the Scope of Services of the RFP. Additionally, include a statement regarding your understanding of the requirements as outlined in the RFP. At a minimum your firm must meet the following criteria: 1. Specific experience in conducting construction of publicly-owned electric utilities. 2. A working knowledge of rural cooperative utility operations, functions and structure and modern management and reporting practices; 3. A demonstrated capability and commitment to assisting the implementation of identified recommendations; 4. Superior written and verbal skills; 5. Ability to establish rapport and cordial working relationships with key personnel, while at all times maintaining a posture of objectivity and independence. 6. References. The Bidder shall provide at least three references, within the past five years of clients for whom these requested services have been performed that are comparable in quality and scope to that specified in this RFP. The references shall include names, addresses, and telephone numbers of the clients for whom prior work was performed and include an explanation of the services provided. 7. Description of Understanding and Approach/Methodology. Provide a comprehensive description of the Bidder s proposed approach and methodology for the constructions project. This section should convey the Bidder s understanding of the project. 8. Proposed Work Plan. Include all project requirements and the proposed tasks, services, activities, etc. necessary to accomplish the scope of the project defined in this RFP. This section of the proposal shall contain sufficient detail to convey to members of the evaluation team the Bidder s knowledge of the subjects and skills necessary to successfully complete the project. Include any required involvement of FKEC staff. The Bidder may also present any creative approaches that might be appropriate and may provide any pertinent supporting documentation. The description should include the staffing required and an estimated number of hours required to complete the scope of work.

11 9. Project Schedule. Include a project schedule indicating when the elements of the work will be completed and when deliverables will be provided. The schedule shall include an opportunity for review of draft documents. The schedule should identify expectations of FKEC staff necessary to meet this deadline. 10. Deliverables. Fully describe deliverables to be submitted under the proposed contract. At a minimum, a written report shall be submitted. Further, findings and recommendations of the study shall be presented to FKEC management. 11. Cost Proposal. The cost proposal shall identify all costs including expenses to be charged for performing the services necessary to accomplish the objectives of the contract. Submit a fully detailed budget including staff costs and any expenses necessary to accomplish the tasks and to produce the deliverables under the contract, using Attachment 1. Please include a copy of your company s current travel policy. The evaluation process is designed to award this contract not necessarily to the Bidder of least cost, but rather to the Bidder whose proposal best meets the requirements of this RFP. 12. Personnel. Provide the names, proposed roles, background and experience, current professional licenses, office location and availability of the personnel that would perform consulting services, and specifically identify the primary person(s) who will be responsible for managing the relationship with FKEC. Respondent must submit a current resume for all proposed staff listing relevant experience and applicable professional affiliations.

12 Addenda and Supplemental Information Any and all addenda to the RFP will be provided to all Proposers who received the initial RFP and provided contact information to FKEC, should it become necessary for FKEC to make revisions, request additional information, or respond to written inquiries relating to the RFP. It is the responsibility of potential proposers to timely submit contact information to facilitate receipt of addenda and supplemental information requests, if issued. Evaluation and Award Criteria A Selection Committee appointed by FKEC will evaluate and rank each Proposal. Review of Proposal - FKEC s designated selection committee will review responses to the RFP. Selections will be based on completeness of proposals and on which Firms demonstrate the best combination of expertise, experience, project understanding, and approach. Evaluation Criteria The Selection Committee will evaluate and score proposals on the basis of the responsiveness to the requirements of this RFP. Proposals will be evaluated on the basis of the following criteria: Selection Criteria The following weighted criteria will be utilized to select the Bidder to be awarded this contract: Qualifications of the Firm 20 Qualifications of Staff 20 Relevant Past Performance 20 Technical Approach 20 Cost Proposal 20 TOTAL 100 Table 1: Anticipated Schedule (subject to change) December 12, 2017 Post Bid December 21, 2017 Questions Due December 27, 2017 Bid Opening January 2, 2018 Commencement Date (On-site Kick-off Meeting) January 5, 2018 Installation and Commissioning March 2, 2018 Project Sign-Off and Acceptance April 6, 2018 Final Payment and Project Close-Out

13 FLORIDA KEYS ELECTRIC COOPERATIVE PROFESSIONAL SERVICE AGREEMENT TERMS & CONDITIONS Scope of Service: Awarded Bidder Firm will perform services under this professional service Agreement as requested and authorized by Florida Keys Electric Cooperative. Payment: For services furnished, FKEC shall pay the awarded Bidder upon submission of invoices the services using a fixed not to exceed amount for specified project. Bidder s Organizations The Bidder is a corporation organized and operated under the laws of the State of Florida. It is expressly agreed that the corporation may be changed by addition or reduction in the number of the partners or redistribution of the partnership interests. The Bidder may assign the compensation from this Agreement to any other entity. Professional Services 1. The Bidder shall be Bidder and advisor to FKEC as an independent contractor and shall not be an employee of FKEC. The Bidder shall not be an agent or representative of FKEC except that the Bidder may act as FKEC s agent in providing consulting services to the degree specifically authorized by FKEC. 2. The Bidder represents that the services furnished under this Agreement will in accordance with generally accepted professional practices. Any estimate of cost of operation furnished by the Bidder shall be the Bidder s opinion based upon its professional judgment and experience. The Bidder makes no other representation or warranty, express or implied. Change in Scope and Delay 1. If the provisions for payment in the Agreement provide for a fixed fee or a maximum payment for services, such fee or maximum is for the Scope of Services described in the Agreement. If the Scope of Services is modified so that more or less work or time is required, and such modification is accepted by FKEC and the Bidder, the fee or maximum and the time shall be equitably adjusted. Relating to Payment 1. The Bidder s Salary Costs allow for basic salary and personnel benefits, including: Life, accident, disability and medical insurance; sick leave, holiday and vacation pay; social security, workers compensation, unemployment and compensation and pension retirement contributions; and similar employment related cost shall be included in the proposed not to exceed price. 2. The Bidder s Out-of-Pocket Expenses are those expenditures made by the Bidder, other that Salary Costs, costs of reproduction and computer services and costs of Special Bidders and Subcontractors, which are directly chargeable to the project and which would not otherwise have been incurred. Such expenditures include, but are not limited to, transportation, lodging, subsistence, communications, liability and other insurance premiums when required by FKEC in addition to the types and amounts currently carried by the Bidder, taxes other than those levied on the profits or net income of the Bidder, equipment rentals and repair, and special mailing, forms, materials and supplies required during the progress of the work shall be included in the proposed not to exceed price on the project.

14 Insurance The Bidder shall maintain in effect, professional liability, commercial general liability (bodily injury and property damage) and commercial automobile liability (bodily injury and property damage) insurance with respect to employees and vehicles of the Bidder assigned to the prosecution of work under this Agreement, with each policy having maximum limits of not less than $2,000,000, and statutory workers compensation protection. These policies shall include the Additional Insured for Comprehensive General Liability Insurance Certificate and the Waiver of Transfer of Rights of Recovery Against Others, known as the Waiver of Subrogation for the General Liability and Workers Compensation policies. The Bidder shall supply to FKEC a description of each such insurance policy currently in effect, specifying the amount thereof and, upon any changes thereto; the Bidder shall promptly notify FKEC. The Bidder will obtain and thereafter maintain in effect, if reasonably available, such additional insurance as may be requested by FKEC, the cost of which shall be reimbursed by FKEC. Suspension or Termination of Services FKEC or the Bidder may suspend or terminate any or all services covered in this Agreement at any time upon written notice in which event FKEC shall pay the Bidder upon submission of invoices for all services rendered and expenses incurred to the effective date of such suspension or termination. This agreement may be terminated without cause by either party within sixty (60) days written notice. Equal Opportunity The Bidder will not knowingly discriminate against any employee or applicant for employment because of age, race, color, religion, sex, national origin, marital or veteran status or physical handicap. The Bidder will take affirmative action to the end that applicants are employed, and that employees are treated during employment, without such discrimination. Severability and Heading 1. If any part of this Agreement, including, but not limited to, any provision, paragraph, clause, phrase or words, is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said laws, but the remainder shall be given full force and effect. 2. The descriptive headings used in this Agreement have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms and provisions of this Agreement. Notice All notices relating to this Agreement shall be in written form delivered in person or by Express Mail, Registered or Certified United States Mail, postage prepaid, to the Bidder or to FKEC to the attention of its chief executive officer at the last business address of the Florida office of the addressee known to the sender. Applicable Law This Agreement shall be interpreted in accordance with the law of the State of Florida.

15 Attachment 1

16 [1] Note: Please include a copy of your company s current travel policy with the bid submittal. EACH BIDDER SHALL PROVIDE A COPY OF COMPLETED CERTIFICATE OF INSURANCE COMPLYING WITH THE AFOREMENTIONED INSURANCE REQUIREMENTS.

17 BIDDER S STATEMENT In consideration of this contract, if awarded, the Vendor agrees without reservation to FKEC s Terms & Conditions, Indemnification Clause, and insurance clause herein. Which will become a part of the contract, the signing of this statement confirms the Vendor s acceptance. DATE: FIRM NAME: SUBMITTED BY: Print Name & Title SIGNATURE: WITNESS: NOTICE: THIS SIGNATURE PERTAINS TO THE ACKNOWLEDGEMENT AND ACCEPTANCE OF THE ENTIRE TERMS & CONDITIONS. ANY EXCEPTIONS TO THIS AGREEMENT SHOULD BE NOTED SEPARATELY. FAILURE TO COMPLETE ABOVE NOTED DOCUMENT WILL RESULT IN NON-COMPLIANCE WITH THESE SPECIFICATIONS.

18 DRUG-FREE WORKPLACE STATEMENT Preference shall be given to businesses with drug-free workplace programs. Whenever two or more bids which are equal with respect to price, quality, and service are received by the State or by any political subdivision for the procurement of commodities or contractual services, a bid received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. Established procedures for processing tie bids will be followed if none of the tied vendors have a drug-free workplace program. In order to have a drug-free workplace program, a business shall: The undersigned vendor in accordance with Florida Statues Section hereby certifies that (Name of Business) does: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in Subsection In the statement specified in Subsection 1, notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contender to, any violation of Chapter 1893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, by any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. Print Name Vendor's Signature Date:

19 SWORN STATEMENT PURSUANT TO SECTION (3)(a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submitted to (print name of public entity) by (print individual s name and title) for (print name of entity submitting sworn statement) whose business address is and (if applicable) its Federal Employer Identification Number (FEIN) is If the entity has no FEIN, include the Social Security Number of the individual signing sworn statement: 2. I understand that a public entity crime as defined in Paragraph (1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. I understand that convicted or conviction as defined in Paragraph (1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contender. 4. I understand that an affiliate as defined in Paragraph (1)(a), Florida Statutes, means: a. A predecessor or successor of a person convicted of a public entity crime; or b. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term affiliate includes those officers, directors, executives, partners, shareholders, employee, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value an arm s length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. I understand that a person as defined in Paragraph (1)(e), Florida Statutes, means: a. any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. b. The term person includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity.

20 6. Based on information and belief, the statement, which I have marked below, is true in relation to the entity submitting this sworn statement. (Please indicate which statement applies): Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with the convicted of a public entity crime subsequent to July 1, The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of public entity crime subsequent to July 1, The entity submitting this sworn statement, or one or more of its officers, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer, determined that is was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Attach a copy of the final order). I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IN PARAGRAPH ONE (1) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDE IN SECTION , FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. STATE OF COUNTY OF (Signature) (Date) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature in the space provided above on this day of of 20. NOTARY PUBLIC My Commission Expires: FOR-094 Revised: 11/29/17